Examples of Filtration Group in a sentence
In addition to the foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, the ownership of Filtration by Cummins or the Transactions shall be filed with the Commission or otherwise made public by any Filtration Group member without the prior written consent of Cummins unless otherwise required by applicable Law.
With reasonable promptness, Filtration shall deliver to Cummins such additional financial and other information and data with respect to the Filtration Group and their business, properties, financial positions, results of operations and prospects as from time to time may be requested by Cummins.
In addition to the foregoing, no Filtration Public Document or any other document which refers to, or contains information not previously publicly disclosed with respect to, the ownership of Filtration by Cummins or the Transactions will be filed with the Commission or otherwise made public by any Filtration Group member without the prior written consent of Cummins unless otherwise required by applicable Law.
Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of payments between the Cummins Group and the Filtration Group as set forth in Section 5.4, or (b) the Tax-Free Status of the Transactions.
In accordance with Section 10.5, the Parties agree that Cummins, and not Filtration, shall be ultimately responsible for all third party advisor out-of-pocket costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Cummins Group or the Filtration Group arising from consummation of the Filtration Financing Arrangements.
Prior to any printing or public release of any Cummins Public Filing, an appropriate executive officer of Filtration shall, if requested by Cummins, certify that, to his or her knowledge or otherwise to the extent required by applicable Law, the information relating to any member of the Filtration Group or the Filtration Business in such Cummins Public Filing is accurate, true, complete and correct in all material respects and does not contain any untrue statement of material fact.
Cummins shall not be liable to any Filtration Group member for claims not reimbursed by insurers for any reason not within the control of Cummins, including coinsurance provisions, deductibles, quota share deductibles, exhaustion of aggregates, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Cummins Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Cummins or any defect in such claim or its processing.
Nothing in this Agreement shall be deemed to be an amendment to any Cummins Benefit Arrangement or Filtration Benefit Arrangement or to prohibit any member of the Cummins Group or Filtration Group, as the case may be, from amending, modifying or terminating any Cummins Benefit Arrangement or Filtration Benefit Arrangement at any time within its sole discretion.
Prior to the release or filing thereof, Cummins shall provide Filtration with a draft of any portion of a Cummins Public Filing containing information relating to the Filtration Group and shall give Filtration an opportunity to review such information and comment thereon; provided that Cummins shall determine in its discretion the final form and content of all Cummins Public Filings.
Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Cummins is not warranting or guaranteeing the amount of any such Tax Attributes and Cummins shall not be liable to any member of the Filtration Group for any failure of any determination under this Section 3.8 to be accurate under applicable Law.